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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 1997
LITHIUM TECHNOLOGY CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 1-10446 13-3411148
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State or Other Jurisdiction Commission IRS Employer
of Incorporation or Organization File Number Identification No.
5115 Campus Drive, Plymouth Meeting, PA 19462
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Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (610) 940-6090
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Former name or former address, if changed since last report
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Item 9. Sales of Equity Securities Pursuant to Regulation S.
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Lithium Technology Corporation (the "Company") issued an aggregate of
34,677 shares of the Company's common stock pursuant to an exemption from
registration under Regulation S of the Securities Act of 1933 to two
institutional investors in connection with the terms of Stock Purchase
Agreements relating to a convertible note transaction which was entered into by
the parties on October 25, 1996, and reported in the Company's Report on Form
8-K, dated October 25, 1996 (a form of the Stock Purchase Agreement is attached
as exhibit 10.31 thereto). Of these shares, 24,770 shares were issued to one
institutional investor, and 9,907 shares were issued to the other. Both
institutional investors are existing stockholders in the Company and are not
"U.S. Persons" (as defined in Rule 902(o) of Regulation S). The shares were
issued in three blocks: 10,938 as of March 3, 1997; 11,628 as of March 10,
1997; and 12,111 as of March 17, 1997. The common stock was not issued for
cash, no underwriter was used, and no underwriter discounts or commissions were
paid. The shares were issued to satisfy certain covenants in the
aforementioned Stock Purchase Agreements as the result of certain post-closing
occurrences. The Company issued the common stock pursuant to Rule 903 of
Regulation S and qualifies for such an exemption based on the purchasers'
representations set forth in the aforementioned Stock Purchase Agreements
including the following: the Company is a Reporting Issuer (as defined in Rule
902(1) of Regulation S); has not made any Directed Selling Efforts (as defined
in Rule 902(b) of Regulation S); has implemented Offering Restrictions (as
defined in Rule 902(h) of Regulation S); and has not made any offer or sale to
any U.S. person or for the account or benefit of any U.S. person.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
LITHIUM TECHNOLOGY CORPORATION
By: /s/ David J. Cade
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David J. Cade
President and
Chief Operating Officer
Date: March 18, 1997
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